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Lender Processing Services, Inc. Announces A Further Adjustment To The Consideration Mix In Its Acquisition By Fidelity National Financial, Inc.









JACKSONVILLE, Fla., Oct. 25, 2013 /PRNewswire/ -- Lender Processing Services, Inc. (NYSE: LPS), a leading provider of integrated technology, services, data and analytics to the mortgage and real estate industries, today announced that Fidelity National Financial, Inc. (NYSE: FNF) has exercised its option to further adjust the consideration mix in its previously announced acquisition of LPS by further increasing the cash component of the total consideration by approximately $511 million and correspondingly decreasing the stock component of the total consideration by an equal amount, subject to and conditioned upon the consummation of the previously announced public offering by FNF of 17,250,000 shares of its common stock at a price of $26.75 per share (the "FNF Equity Offering").  In the event that the FNF Equity Offering is not consummated, FNF will increase the cash component of the total consideration by approximately $12 million and correspondingly decrease the stock component of the total consideration by an equal amount. 

(Logo: http://photos.prnewswire.com/prnh/20120802/FL50731LOGO )

In the event that the FNF Equity Offering is consummated, the increase in the cash component of the total consideration will be funded through the proceeds from the FNF Equity Offering. In the event that the FNF Equity Offering is not consummated, the increase in the cash component of the total consideration will be funded through cash on hand and a new bridge financing commitment which replaced the equity financing commitments from affiliates of Thomas H. Lee Partners, L.P. In either case, the total consideration will be unchanged and the additional cash component will be offset by an equal reduction in the stock component of the total consideration. 

On May 28, 2013, LPS signed a definitive agreement under which FNF will acquire all of the outstanding stock of LPS for $33.25 per common share, for a total equity value of approximately $2.9 billion. On June 19, 2013, FNF previously notified LPS that it was exercising its option to increase the cash component of the total consideration from $16.625 per share of LPS common stock to $22.303 per share of LPS common stock and correspondingly decrease the stock component of the total consideration.

Under the definitive agreement, FNF's shares of common stock have been valued at $25.489 per share (the "Reference Price"). Based on the increased cash component of the total consideration, that now represents a fixed exchange ratio of 0.20197 shares of FNF common stock for each share of LPS common stock in the event that the FNF Equity Offering is consummated, or of 0.42414 shares of FNF common stock for each share of LPS common stock in the event that the FNF Equity Offering is not consummated.

Based on today's announcement, if FNF's average common stock price at closing is greater than $26.763, the exchange ratio will be adjusted to reflect the increased value that would have been received at closing without today's increase in the cash consideration. Assuming the FNF Equity Offering is consummated, if FNF's average common stock price at closing is greater than $24.215 but less than $26.763, the exchange ratio remains fixed at 0.20197 per share of LPS common stock. If FNF's average common stock price at closing is between $20.00 and $24.215 per share, FNF will increase the number of shares of FNF common stock to be received by LPS stockholders such that LPS stockholders receive a minimum of $4.891 per share in value on the stock portion of the consideration. If FNF's average common stock price at closing is less than $20.00, the exchange ratio will be fixed at 0.24455 per share of LPS common stock. If the FNF Equity Offering is not consummated, the exchange ratio will be determined as set forth in the definitive agreement.  Whether or not the FNF Equity Offering is consummated, if FNF's average common stock price at closing is less than $20.00, LPS will have a right to terminate the transaction. Although FNF may elect to further alter the consideration mix, FNF does not currently anticipate doing so.

The transaction is subject to approval by LPS stockholders, approvals from applicable federal and state regulators and satisfaction of other customary closing conditions. As a result of FNF's election to further increase the cash component of the total consideration and correspondingly decrease the stock component of the total consideration, the transaction no longer requires the approval of FNF stockholders.  Closing of the transaction is currently expected to occur at or around the end of 2013.

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